How to Handle the Annual General Meeting in Georgia

Handling the Annual General Meeting in Georgia is essential for legal and compliance teams managing multinational operations. This article outlines the legal requirements, practical procedures, and key deadlines for both Limited Liability Companies (LLCs) and Joint-Stock Companies (JSCs) operating in Georgia.

When must companies hold their AGM?

The legal deadline depends on the type of company.

For LLCs, the AGM must be held within six months after the balance sheet is prepared. However, the company’s statute may impose a shorter timeframe. In contrast, JSCs are required to hold their AGM within three months of the financial year-end.

In both cases, the meeting plays a vital role in approving the company’s profit and loss statement and fulfilling statutory duties.

Who can call the AGM and how?

Typically, the general director must summon the AGM, unless the company’s statute assigns this duty to another body.

A notice must be sent at least 14 days before the meeting, including the full agenda. The notice ensures shareholders or partners are well-informed and prepared to participate.

In some cases, the law permits decisions to be made without holding a physical meeting, as long as the statute allows it. The authorised person must share the agenda and draft decisions, giving partners a clear deadline to respond in writing.

Can meetings be held online or through written consent?

Georgian law offers flexible methods for conducting AGMs:

• Physical meetings remain the default option.
• Electronic meetings are permitted when allowed by the company statute.
• Written resolutions can replace meetings entirely, provided all requirements under Article 129 are met.

In single-member companies, the shareholder may issue resolutions alone, which must still be documented in writing.

What must be included in the AGM agenda?

For LLCs, the agenda is shaped by statutory rules and the company’s internal statute. While some items are common, they are not all mandatory for every meeting. The AGM may address key topics such as:

1. Approval of financial statements
2. Dividend distribution
3. Appointment or dismissal of managers
4. Amendments to the statute
5. Reorganisation or liquidation

The management body usually prepares the draft agenda, but shareholders can request additions. These must be submitted in writing at least three days before the meeting and should be included unless doing so would go against the company’s substantial interests.

What voting procedures apply?

Voting is typically based on share ownership, unless otherwise stated in the statute.

Standard decisions require a majority vote, while amendments to the statute or share class rights need a three-quarters majority.

Remote voting is allowed if supported by the statute and must follow clear procedures for verifying each voter’s identity. Additionally, cumulative voting may be used during elections for management or supervisory boards.

Can shareholders vote by proxy?

Yes. Shareholders may appoint a representative using a written Power of Attorney (PoA).

This document must clearly outline the proxy’s authority, voting rights, and validity period. The convening body should be informed before or at the start of the meeting. For major resolutions, the PoA may need notarial certification.

When and where must the financials be filed?

Companies must file their financial statements within nine months of the end of the financial year. For instance, if the year ends on 31 December 2023, the deadline is 1 October 2024.

Statements must be submitted electronically via:

• Saras.gov.ge – for completing and submitting reports
• Reportal.ge – for publishing statements to the public

Late filing can lead to fines, starting at GEL 500 and reaching up to GEL 10,000, depending on company size. If not corrected within a month, the penalty doubles.

How should AGM minutes be stored?

AGM minutes must be securely stored, ensuring proper access for authorised users.

Shareholders may request access to the minutes. Therefore, companies should maintain a dedicated records system for meeting documentation.

What’s next?

Managing an Annual General Meeting in Egypt requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article Colombia AGM Rules: Less Confusion, More Compliance.

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Request a demo – See Klea in action for your organisation
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